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Imtech announces further measures
· Imtech had a difficult first quarter
· Reorganisation costs 80 million euro; a loss of 1,300 jobs
· Order book remains on level
· The investigations into Polish and German projects are reaching the final stages; write-off in Germany amounts to approximately 220 million euro, Polish write-off remains approximately 150 million euro
· Good progress towards implementing the new management model
· Finalisation of full-year 2012 annual accounts is taking more time
· Investigation results and full-year 2012 figures will be discussed during the Annual General Meeting of Shareholders on 28 June 2013
Royal Imtech N.V. (IM-AE, technical services provider in and outside Europe) had a difficult quarter but, considering the circumstances, has been able to maintain its position well. Imtech is also making steady progress in the investigations in Poland and Germany. The investigations are reaching the final stages, however, more time is required to complete the investigations; due care is more important than speed in this process. The publication of the full-year 2012 figures is now scheduled for early June. The write-off in Germany appears to be larger than originally anticipated. Imtech is announcing a reorganisation in order to improve its competitiveness bringing its business capacity in line with market conditions. The announced rights-issue is expected to close in the summer.
Gerard van de Aast, CEO: 'The last quarter was a turbulent and difficult one for Imtech. Imtech's operational position is stable and the announced management measures have largely been implemented. The ongoing investigations in Germany and Poland are being carried out with the utmost precision. Imtech has worked to restore the situation in serving our markets as quickly as possible and it is positive that our order book remains on level. Some of our markets remain difficult to some extent. For that reason, and also to improve Imtech's competitiveness, Imtech is announcing a reorganisation today. This involves a headcount reduction, which is extremely regrettable, but is unfortunately unavoidable. At 28 June, we will discuss the results of the investigations and the full-year 2012 figures with our shareholders during the Annual General Meeting of Shareholders.'
Trading update Q1, 2013 Imtech had a difficult and turbulent first quarter. The first operational priority has been managing uncertainties arising among customers, suppliers, employees and financiers. Sufficient liquidity and financial stability are essential to this. This has been provided through a bridge facility arranged by ING and Rabobank and a continuation agreement with the most important financiers. The liquidity situation is stable and currently there is a limited drawdown under the arranged bridge facility. The earlier announced rights issue of 500 million euro will be used for debt reduction.
The order book has remained on level and amounted to 6.4 billion euro at the end of Q1 2013 compared to 6.4 billion euro at the end of Q4 2012. The result was under pressure in the first quarter. It has been decided to implement an additional reorganisation and cost-savings programme in order to strengthen the results of 2013 and the years that follow. At this moment no outlook for the full-year 2013 will be provided.
A short summary follows of the developments in the most important Imtech divisions:
· In the UK & Ireland Imtech had a good quarter. The order book is well filled.
· In Nordic, Imtech had a reasonable quarter. A number of new projects have been slightly delayed. The order book has increased.
· In the Netherlands the first quarter was difficult. Ongoing difficult market conditions have given the necessity for an additional reorganisation. The order book has decreased a little.
· Imtech Germany & Eastern Europe had a difficult quarter. A costs-savings programme and reorganisation will support the results. The order book remains unchanged.
· Imtech ICT performed well in the first quarter. The order book is well filled.
· Imtech Marine had a moderate start to the year. The order book has slightly increased.
· Imtech Traffic & Infra had a difficult start due to overcapacity in the Infra business. This is being addressed in the planned additional reorganisation. The order book is stable.
· Imtech Spain had a solid first quarter. The order book is stable.
· Imtech Turkey had a reasonable start and the order book has increased.
Taking the ongoing difficult market conditions in the Netherlands into account, it has been decided to implement a reorganisation in order to strengthen the competitiveness and profitability of our companies in the Netherlands. This mainly concerns capacity reductions in the office buildings market and the Infra business in response to the changed market conditions.
As part of this reorganisation, a cost-savings and an efficiency programme has commenced in Germany. The planned personnel and cost reductions will further support our German operations' effectiveness and profitability.
Various smaller efficiency programmes will be implemented in parts of several other Imtech companies, depending on the market and company conditions. The total anticipated reorganisation charges in 2013 will amount to approximately 80 million euro and will lead to a loss of 1.300 jobs, particularly in the Netherlands and Germany. Imtech will consult the Works Council and trade unions regarding implementing the reorganisation plan.
Investigations in Germany and Poland in final stages
The current and continuing investigations include extensive analyses of all important projects; including projects that are currently being implemented as well as those completed in recent years. In Germany the problems are limited mainly limited to the areas already indicated on 27 February, namely: the valuation of older trade receivables, the wrongful transfer of project losses to the future, and the write-off of work in progress. Particularly this final item is expected to be higher and will lead to a total write-off in Germany amounting to approximately 220 million euro.
As already indicated, the expected write-off in Poland will amount to 150 million euro. An important part of this write-off concerns the AWW project. An out-of-court settlement was agreed for this project on 12 March 2013, which brings the cooperation to an end. Furthermore, in Poland the valuation of the older trade receivable positions has been adjusted downwards and various smaller work in progress items have been written off.
The write-offs in Germany and Poland are non-cash items and have no direct impact on the liquidity position. Once the investigation has been concluded, Imtech will decide whether to press charges with the competent legal authorities in Poland and Germany in connection with actions that could be qualified as fraudulent and misleading. Imtech will further investigate to what extent any of the damage incurred may be eligible for insurance compensation. This potential compensation has not been included in the expected write-offs. It is intended that the investigation results and full-year 2012 figures will be discussed during the Annual General Meeting of Shareholders on 28 June 2013.
Finalising the 2012 Annual Accounts, revised 2011 figures
It will take more time than previously indicated to conclude investigations in Poland and Germany and therefore to finalise and audit the 2012 Annual Accounts. The 27th February 2013 press release mentioned the end April as a target date; this will now become early June. In this process, precision is more important than speed. In line with the legal provisions for financial reporting, the 2011 comparative figures in the 2012 annual accounts will also be adjusted, since some of the write-offs relate to previous years. In connection herewith, the company will file a notice with the Trade Register.
New management model reduces risk profile
The 27 February 2013 press release, already indicated the first steps in adapting the management model. Imtech will continue to employ a decentralised management model as the basis of the organisation. At the same time, we will considerably strengthen the quality and effectiveness of our business controls. The approval procedure for larger projects has been reinforced as of 20 March 2013. The externally appointed auditor who will lead the Internal Accountants Service started work at the beginning of April. Functional reporting lines have now been introduced for the financial and legal disciplines. External expertise will be used to further strengthen our business controls. Training will also play a role in strengthening business controls. This will not only focus on knowledge transfer, but also on the development of an appropriate company culture in which integrity, loyalty and critical thinking remain in balance with each other. For expanding the Board of Management by two people, a search has been started. Ernst & Young investigated the functioning of the current management model. This investigation confirmed that the development of risk management did not stay on an equal footing with the size and complexity of the organisation. The investigation report also indicated that successful implementation of the measures announced on 27 February will contribute to the reduction of Imtech's inherent risk profile, increasing its financial robustness, and strengthening business controls.
Preliminary timetable important company events
· Early June: publication of the 2012 Annual Accounts and notice convening Extraordinary General Meeting of Shareholders;
· 28 June 2013: General Meeting of Shareholders in Rotterdam The agenda will include discussion of the 2012 annual figures, discussion of the results of the investigations in Germany and Poland, amendment to the articles of association and issue of shares for the rights issue, and amendment of the remuneration policy;
· Second half of July 2013: Extraordinary General Meeting of Shareholders.
On the agenda will be the adoption of the 2012 Annual Accounts;
· 27 August 2013: publication of 2013 semi-annual figures.
Analysts' conference call 23 April 2013, live transmission via Internet (webcast)
From 9.30 hrs. (CET) an analysts' conference call will be held. This analysts' call will be transmitted live via the Internet (www.imtech.com) from 9.30 hrs. (CET) and after this time will also be available on the website.
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